Noel J. Spiegel
AMERICAN EAGLE OUTFITTERSAbout Noel J. Spiegel
Noel J. Spiegel (age 77) is AEO’s Lead Independent Director, serving on the Board since June 2011. He is Chair of the Audit Committee and a member of the Compensation and Nominating Committees, designated as an audit committee financial expert and fully independent under NYSE and SEC rules. Spiegel is a former Deputy Managing Partner at Deloitte & Touche LLP, with a B.S. from Long Island University and completion of Harvard Business School’s Advanced Management Program.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner; Deputy Managing Partner; Executive Committee member; Managing Partner (Transaction Assurance; Global Offerings & IFRS; TMT Northeast); Partner-in-Charge of Audit Operations (NY) | 1969–2010 | Led major assurance practices; public company accounting and disclosure expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jewish Communal Fund of New York (501(c)(3)) | Trustee; Chair of Executive Committee; President | 2006–2017 | Oversight of donor-advised fund governance and operations |
Board Governance
- Independence and roles: Independent director; Lead Independent Director with codified duties (presides over independent sessions, liaison to Executive Chair, input on materials/agenda, approves schedules, can call meetings, available for shareholder consultation). Audit Committee Chair; member of Compensation and Nominating Committees; audit committee financial expert.
- Committee activity: Fiscal 2024 meetings—Audit (20), Compensation (7), Nominating (7); Board held 5 meetings; all directors attended at least 75% of Board/Committee meetings.
- Board structure and engagement: 7 directors (6 independent; CEO is sole non-independent); robust director education program (200+ hours in FY24). Independent-only sessions occur at least quarterly.
- Risk oversight: As Audit Chair, Spiegel oversees financial reporting integrity, compliance, internal audit, major financial/regulatory/reputational risks, and technology/cyber/AI risk exposures reported regularly by the CISO. Audit Committee also reviews and approves related-party transactions under Board policy.
- Stock ownership and trading policies: Directors must hold ≥$325,000 in AEO stock within 5 years; all directors were in compliance as of record date. Hedging and pledging of AEO stock are prohibited.
Fixed Compensation
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Cash fees | $270,000 | Includes annual base retainer ($65,000), committee service retainers ($20,000 per committee), Audit Chair premium ($40,000), Lead Independent Director premium ($70,000), and per-meeting fees for meetings in excess of plan |
| Stock awards | $200,000 | Automatic fully vested quarterly grants ($50,000 per quarter) under the 2023 Stock Plan; Spiegel elected to defer quarterly share retainers in 2024–2025 |
| All other compensation | $5,000 | AEO Foundation matching gifts program |
| Total | $475,000 | FY2024 director compensation |
Additional fee schedule for context:
- Annual retainer: $65,000; Committee service: $20,000 per committee; Chair retainers—Audit $40,000, Compensation $30,000, Nominating $25,000; Lead Independent Director: $70,000; Per-meeting fee: $2,500 for meetings beyond planned numbers.
Performance Compensation
- No performance-based director compensation was disclosed; director equity consists of fully vested quarterly share grants (eligible for deferral into share units). No director options or PSUs are part of the standard non-employee director program.
Other Directorships & Interlocks
| Company | Role | Industry | Notes |
|---|---|---|---|
| Radian Group Inc. (NYSE: RDN) | Director | Mortgage/credit risk | Current public company directorship; no disclosed transactional ties to AEO’s retail operations |
| Vringo, Inc. | Director (prior) | Technology/IP | Prior board service (2013–2016) |
| vTv Therapeutics Inc. (Nasdaq: VTVT) | Director (prior) | Biopharma | Prior board service (2015–2022) |
- Overboarding safeguards: Retired directors generally capped at four public company boards including AEO; Nominating Committee oversees compliance. Spiegel’s current external board count fits within policy parameters.
Expertise & Qualifications
- Public company accounting, disclosure, financial systems; designated Audit Committee financial expert.
- Risk oversight in technology, cybersecurity, AI via Audit Committee remit and external expert briefings.
- Governance leadership as Lead Independent Director with shareholder engagement availability.
Equity Ownership
| Holder | Common Stock | Right to Acquire (Deferred Units/Options within 60 days) | Total Beneficial Ownership | Percent of Shares Outstanding |
|---|---|---|---|---|
| Noel J. Spiegel | 40,000 | 160,666 | 200,666 | <1% |
- Deferred stock units outstanding (including dividend equivalents) as of Feb 1, 2025: 160,667 units.
- Director stock ownership guideline: ≥$325,000; all directors met/exceeded as of record date.
- Hedging/pledging prohibited—no pledging exposure allowed.
Governance Assessment
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Strengths:
- Independent leadership: Lead Independent Director role with substantive, transparent duties enhances counterbalance to combined Executive Chair/CEO structure.
- Financial rigor: Audit Chair and audit committee financial expert designation support robust oversight of financial reporting, compliance, cyber/AI risk, and related-party transactions.
- Alignment: Material ongoing equity holdings via deferred share units; compliance with director ownership guidelines; prohibition on hedging/pledging.
- Engagement and education: High meeting cadence (39 total) and 200+ hours of director continuing education in FY24 indicate active oversight.
- Shareholder support: Recent Say‑on‑Pay approvals remained strong (95% for FY2023; 94% FY2022; 92% FY2021), signaling investor confidence in compensation governance.
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Watch items / potential red flags:
- Structural concentration: Combined Executive Chair/CEO with multiple related‑party transactions involving CEO affiliates requires vigilant independent oversight; Audit Committee (chaired by Spiegel) reviews and approves under formal policy. Continued transparency and rigorous review are essential.
- Meeting fee incentives: Per‑meeting fees in excess of planned sessions can create marginal misalignment if not carefully managed by the Board’s agenda discipline; mitigated by Lead Independent Director’s control over scheduling and materials.
Overall, Spiegel’s audit, disclosure, and risk oversight credentials, coupled with his Lead Independent Director responsibilities and meaningful equity alignment, support board effectiveness and investor confidence; structural risks from the combined Chair/CEO and related‑party dealings are mitigated through committee independence, formal policies, and active oversight.